Regulation A

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On March 12, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) issued an interpretive letter (the “Interpretive Letter”) and published two new Securities Act Rules Compliance and Disclosure Interpretations (“CDIs”), all related to compliance with Rule 506(c) of Regulation D…

On March 6, 2025, for the first time since 2008, the staff (the “Staff”) of the Securities and Exchange Commission updated its guidance on the use of lock-up agreements in connection with Rule 145(a) transactions (i.e., certain mergers, consolidations, reclassifications of securities and acquisitions of assets). Prior to the SEC’s update, if a person entering…

As discussed in our prior post, the Securities and Exchange Commission’s Office of the Advocate for Small Business Capital Formation recently issued its 2024 Annual Report.  

The Report provides data on the reliance on crowdfunding and Regulation A to raise capital.  Interestingly, the number of new crowdfunded offerings has remained fairly consistent with the…

The Securities and Exchange Commission’s Office of the Advocate for Small Business Capital Formation issued its 2024 Annual Report just recently.  The Office is required to deliver an annual report to Congress, to the Committee on Banking, Housing and Urban Affairs of the U.S. Senate and the Committee on Financial Services of the U.S. House…

On March 5, 2024, the House will consider capital formation related legislation, H.R. 2799.  This was originally introduced in April 2023 and reported out in July 2023.  It is comprised of 19 separate bills.  The House Financial Services Committee heard testimony on these bills in 2023, access my testimony on several of these bills.…

As we previously blogged, the Securities and Exchange Commission’s Office of the Advocate for Small Business Capital Formation (OASB) recently published its Annual Report (the “Report”), which includes data on public offerings undertaken between July 1, 2022 and June 30, 2023 provided by the SEC’s Division of Economic and Risk Analysis.  Companies raised approximately…

This practice note discusses the main amendments to the financial disclosure requirements for acquisitions and dispositions of businesses by U.S. reporting companies, which took effect in January 2021. The amendments aim to improve the quality and relevance of the information provided to investors, reduce the complexity and costs of preparing the disclosures, and promote capital…

The Securities and Exchange Commission recently published its report on the Government-Business Forum on Small Business Capital Formation, which generates recommendations from participants that the SEC considers. The recommendations from participants included, among others, the following:

  • Expand the accredited investor definition
    • …

    The US Securities and Exchange Commission’s (“SEC”) Small Business Capital Formation Advisory Committee (the “Committee”) released the agenda for its virtual meeting, to be held on Tuesday, August 2, 2022, and which plans to address liquidity challenges for investors in exempt offerings. The agenda specifically plans to address exit opportunities for investors in Regulation A…

    As part of the Securities and Exchange Commission’s amendments to the exempt offering framework, which amendments became effective in March 2021, the SEC, among other things, aligned the bad actor disqualification provisions in Regulation A, Regulation D, and Regulation CF.  Our updated resource provides an overview of the bad actor disqualification provisions applicable in connection…